Annual General Meetings
Once a year, the shareholders of a listed company meet during the Annual General Meeting (AGM) of Shareholders.
AGMs and EGMs
The Annual General Meeting is typically the only time during the year that the shareholders as a group interact with the company’s executives. If a company needs to resolve an official issue in the course of the year (e.g. the nomination of a Board member), it has to call an Extraordinary General Meeting (EGM).
Formalities of the AGM
It is mandatory to host an AGM within six months after the end of the financial year. In the Netherlands, the relationship between shareholders and executives is formally regulated in the Dutch Civil Code (Burgerlijk Wetboek). A company’s articles of association may include further arrangements with respect to the AGM, particularly about the notice period regarding convening an AGM and about the voting process, but also on the locations where the AGM can be held.
Voting
The AGM is chaired by the Chairman of the Supervisory Board, or Chairman of the Board of Directors in case of a one-tier-board system. At the AGM shareholders vote on issues such as appointments to the company's board of directors, executive compensation and dividend payments in relation to the financial results of the company which are presented. Shareholders who do not attend the meeting in person are asked to vote by proxy, which can be done online or by mail.